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[FORM B] ANGEL.COM INCORPORATED Amended and Restated 2009 Stock Incentive Plan

Equity Incentive Plan Agreement

[FORM B] ANGEL.COM INCORPORATED Amended and Restated 2009 Stock Incentive Plan | Document Parties: MICROSTRATEGY INC | ANGELCOM INCORPORATED You are currently viewing:
This Equity Incentive Plan Agreement involves

MICROSTRATEGY INC | ANGELCOM INCORPORATED

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Title: [FORM B] ANGEL.COM INCORPORATED Amended and Restated 2009 Stock Incentive Plan
Governing Law: Delaware     Date: 9/9/2009
Industry: Software and Programming     Sector: Technology

[FORM B] ANGEL.COM INCORPORATED Amended and Restated 2009 Stock Incentive Plan, Parties: microstrategy inc , angelcom incorporated
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Exhibit 99.3

[FORM B]

ANGEL.COM INCORPORATED

Amended and Restated 2009 Stock Incentive Plan

STOCK OPTION AGREEMENT

All capitalized terms used in this Stock Option Agreement (the “Option Agreement”) and not otherwise defined herein shall have the respective meanings ascribed to them in the Angel.com Incorporated Amended and Restated 2009 Stock Incentive Plan, as it may be amended from time to time (the “Plan”).

 

1.

Grant of Option .

 

Participant:

 

 

 

 

Address:

 

 

 

 

 

 

 

 

 

 

 

 

The Participant has been granted an option to purchase shares of Class A Common Stock of Angel.com Incorporated, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

Grant Number:

 

                                                 

 

Date of Grant:

 

                                                 

 

Reference Date:

 

                                                 

 

Exercise Price per Share:

 

                                                 

 

Total Number of Shares subject to Option:

 

                                                 

 

Total Exercise Price:

 

                                                 

 

Expiration Date (the tenth anniversary of the Date of Grant):

 

                                     , 20     

 

It is intended that the option evidenced by this agreement shall be a non-statutory option and shall not qualify as an incentive stock option as defined in Section 422 of the Code.

Except as otherwise indicated by the context, the term “Participant”, as used in this Option Agreement, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

 

2.

Vesting and Exercisability Schedule .

(a) For purposes of this Option Agreement, the following definitions shall apply:

(1) “Affiliate” shall mean any person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the entity specified.


(2) “Asset Sale” shall mean the closing of the sale or other disposition of all or substantially all of the assets of the Company, other than a sale or other disposition to an entity, in which MicroStrategy Incorporated, its Affiliates, Michael J. Saylor and/or his Affiliates beneficially would own, directly or indirectly, more than 50% of the voting power of the then outstanding voting securities entitled to vote generally in the election of directors of such entity.

(3) “Change in Control Event” shall mean the closing of (i) any merger or consolidation of the Company with or into another entity or other reorganization transaction as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled or (ii) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to either a statutory share exchange transaction or the sale or exchange of the outstanding capital stock of the Company by the stockholders of the Company unless, subsequent to such merger, consolidation, reorganization or exchange event, MicroStrategy Incorporated, its Affiliates, Michael J. Saylor and/or his Affiliates beneficially would own, directly or indirectly, more than 50% of the voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or other entity surviving or resulting from such event.

(4) “Exercise Period” shall mean, with respect to each vested installment of this option, the period commencing with the date of vesting of such installment and ending on March 15 of the calendar year following the calendar year in which such installment vested; provided , however , that such period shall be extended as permitted under Treas. Reg. Section 1.409A-1(b)(4)(ii) or other applicable guidance under Code Section 409A; provided further , that in no event shall the Exercise Period end later than the Expiration Date;

(5) “First Installment” shall mean (i) zero percent (0%) of this option if the Initial Vesting Date occurs before the first anniversary of the Reference Date, (ii) twenty percent (20%) of this option if the Initial Vesting Date occurs on or after the first anniversary of the Reference Date but before the second anniversary of the Reference Date, (iii) forty percent (40%) of this option if the Initial Vesting Date occurs on or after the second anniversary of the Reference Date but before the third anniversary of the Reference Date, (iv) sixty percent (60%) of this option if the Initial Vesting Date occurs on or after the third anniversary of the Reference Date but before the fourth anniversary of the Reference Date, (v) eighty percent (80%) of this option if the Initial Vesting Date occurs on or after the fourth anniversary of the Reference Date but before the fifth anniversary of the Reference Date, or (vi) one hundred percent (100%) of this option if the Initial Vesting Date occurs on or after the fifth anniversary of the Reference Date;

(6) “Initial Public Offering” shall mean the closing of the initial firm commitment underwritten public offering of the Company’s Common Stock;

(7) “Initial Vesting Date” shall mean the date of an Initial Vesting Event; and

(8) “Initial Vesting Event” shall mean the earliest to occur of the following: (i) the time immediately following an Initial Public Offering; (ii) the time immediately prior to a Change in Control Event; or (iii) the time immediately following an Asset Sale.

(b) This option shall vest and become exercisable in installments in accordance with the following schedule: (i) the First Installment of this option shall vest and become immediately exercisable

 

2


on the Initial Vesting Date, and, if any portion of this option is not vested on the Initial Vesting Date, (ii) an additional twenty percent (20%) of this option shall vest and become immediately exercisable on each anniversary of the Reference Date that follows the Initial Vesting Date until such option is fully vested. The Participant shall have the right to exercise each vested installment of this option only during the Exercise Period applicable to such installment. If the Participant fails to exercise any portion of any vested installment of this option by the end of the applicable Exercise Period, the unexercised portion of such installment shall immediately expire.

 

3.

Exercise of Option .

(a) Form of Exercise . Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by a copy of this Option Agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. This option shall be deemed to be exercised only when the Company receives the Participant’s fully-executed Exercise Notice as set forth on Exhibit A , a copy of this Option Agreement, and payment in full for the shares in the manner provided in the Plan.

(b) Continuous Relationship Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Date of Grant, an employee, officer, director, consultant or advisor of any of the Specified Group Members (an “Eligible Participant”). The Participant shall not cease to be an Eligible Participant if the Participant takes a leave of absence permitted under any policy of the applicable Specified Group Member or if the Participant’s leave is approved by the Board of Directors of the applicable Specified Group Member, including sick leave, vacation leave, military leave, or any other personal leave, or transfers between locations of the applicable Specified Group Member. For each day that the Participant takes a personal leave of absence, the vesting schedule described in Section 2 above shall be extended for one additional day. If the Participant takes any leave of absence that exceeds ninety (90) days and this option is designated in Section 1 as an Incentive Stock Option, then this option shall be deemed a Nonstatutory Stock Option, unless the Participant’s reemployment is guaranteed at the end of such leave by contract (including certain policies of the applicable Specified Group Member), statute, or applicable regulation.

(c) Termination of Relationship . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in Sections 3(d) and 3(e) below, the right to exercise this option shall terminate three (3) months from the date of such cessation (but in no event after the earlier to occur of the expiration of the Exercise Period or the Expiration Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation.

(d) Exercise Period Upon Death or Disability . If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Expiration Date while he or she is an Eligible Participant and the applicable Specified Group Member has not terminated such relationship for “cause” as specified in Section 3(e) below, this option shall be exercisable, within the period of one (1) year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that the vested portion of this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Expiration Date.

(e) Discharge for Cause . If the Participant, prior to the Expiration Date, is discharged by the applicable Specified Group Member for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willful misconduct

 

3


by the Participant or willful failure by the Participant to perform his or her responsibilities to the applicable Specified Group Member (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the applicable Specified Group Member), as determined by the applicable Specified Group Member, which determination shall be conclusive. The Participant shall be considered to have been discharged for “Cause” if the applicable Specified Group Member determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.

(f) Compliance with Employment Agreements Required . If the Participant violates the terms of any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, non-disclosure agreement, intellectual property agreement, or any other agreement or contract between the Participant and the applicable Specified Group Member, the Participant’s right to exercise this option shall terminate immediately upon such violation.

(g) Restriction on Sale of Shares . I


 
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